SEC Form 4/A · accession 0001209191-15-010235
CNX Midstream Partners LP · CNXM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owners
CONSOL Energy Inc
Director · 10% Owner
CNX GAS CO LLC
Director · 10% Owner
CONE GATHERING LLC
Director · 10% Owner
Period of report
Sep 30, 2014
Accepted (ET)
Feb 6, 2015 · 1:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001610418
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON UNITS (LIMITED PARTNER INTERESTS)F1,F2,F3 | Sep 30, 2014 | A | 4,519,060 | $0.00 | A | 4,519,060 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| SUBORDINATED UNITS (LIMITED PARTNER INTERESTS)F1,F2,F3,F4 | — | Sep 30, 2014 | A | 14,581,561 | A | — | — | COMMON UNITS | 14,581,561 | 14,581,561 | D |
Explanation of responses
- F1This amended Form 4 is jointly filed by (1) CONE Gathering LLC, a Delaware limited liability company ("CONE"), (2) CNX Gas Company LLC, a Virginia limited liability company ("CNX") and a 50% owner of CONE and (3) CONSOL Energy Inc., a Delaware corporation ("CONSOL") and the indirect parent of CNX, to correctly report that after the transactions discussed in footnote 2 the direct ownership of the Issuer's units is held by CNX while CONSOL holds an indirect interest in the reported units.
- F2In connection with the formation transactions of the Issuer and the Issuer's initial public offering ("IPO"), CONE was issued 9,038,121 common units and 29,163,121 subordinated units in the Issuer. Immediately following the closing of the IPO, CONE distributed to CNX, as its 50% member, 4,519,060 common units and 14,581,561 subordinated units representing CNX's previous indirect ownership interest in the Issuer. Thus, CNX's indirect interest in the 4,519,060 common units and 14,581,561 subordinated units was converted to a direct interest upon such distribution by CONE. CONSOL is deemed to indirectly hold the units directly held by CNX. As a result of the distribution, CONE no longer has a pecuniary interest in these units.
- F3Following the closing of the IPO and the distribution described above, CONE owns CONE Midstream GP LLC, which in turn owns: (i) the 2% general partner interest in the Issuer and (ii) incentive distribution rights in the Issuer.
- F4Each subordinated unit will convert into one common unit at the end of the subordination period, as described in the Registration Statement.